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At Golden Gate University, we offer a variety of different academic programs including
undergraduate degrees, graduate degree programs, and certificate programs at both
the graduate and undergraduate levels. Classes are offered online through eLearning
in addition to at our four West Coast teaching centers. Enrollment Services advisors
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This course examines the requirements of the Internal Revenue Code and Employees Retirement Income Security Act (ERISA) rules for 401(k) plans and related issues. We focus on these requirements from the perspective of an employer who sponsors a 401(k) plan for its employees. Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

This introductory course gives students a basic understanding of the structure of an accounting system; the mechanics of accounting entries; and the related legal, tax and business ramifications of implementing various accounting conventions and methods. Course lectures and text include discussions and cases covering generally accepted accounting principles, financial statement analysis and disclosure, auditing, choice of entity issues, and the attorney's role in dealing with accountants, auditors, and other financial professionals.

The purpose of this course is to help students learn approaches to negotiation and conflict resolution, and to understand various dispute resolution processes, principally mediation and arbitration. Students will be exposed to simulated negotiations and mediations and will be expected to participate in exercises and to act as advocates and/or mediators. Guest lecturers may include a hostage negotiator, an aikido master, a retired superior court judge now serving as a JAMS mediator, and prominent mediators and arbitrators. This course counts toward completion of the Experiential Learning Requirement.

This study of the federal antitrust laws (and corresponding California provisions) has a particular emphasis on price fixing, boycotts, discriminatory dealing, and other marketing restraints. The course focuses on counseling for small businesses and on understanding antitrust pitfalls. Current issues, particularly those relating to health care and intellectual property, are highlighted.

Units: 3

LAW 781A

AVIATION LAW

The Aviation Law course covers international treaties applicable to commercial air transportation; the regulatory structure for aviation in the United States; litigation of an aviation case; claims against the United States; general aviation operations and accidents; special problems with aircraft accident investigation; and enforcement actions against pilots, mechanics, and aviation companies who are certificate holders.

This course covers the formation, financing, structure, control, and management of business associations, including corporations, partnerships, and limited liability entities. The course also examines agency principles and uniform acts related to business associations and selected provisions of the Securities Exchange Act of 1934. This course counts toward completion of the California Bar Subject Requirement.

This course examines the rights and remedies available to a failing business and its creditors when the business seeks to reorganize under Chapter 11 of the Federal Bankruptcy Code. The course is structured as a "practicum," which tracks a single business through restructuring, and emphasizes practical and strategic lawyering skills. This course counts toward completion of the Upper Division Writing Requirement.

This course is an in-depth review of the law, policies, and procedures regulating the entry into the United States of foreigners for business, employment, and investment purposes. Students examine the various strategies available to U.S. employers and to foreign individuals under existing law. Students further familiarize themselves with the federal agencies that regulate the dispensation of temporary and permanent immigration benefits in business, employment, and investment contexts, and develop insights into counseling and procedures for obtaining those benefits. The course also addresses related issues, such as employer compliance with federal employment eligibility verification requirements, and, to a lesser extent, export control issues, the impact of mergers and acquisitions, the intersection of immigration and employment law, and tax aspects of immigration.

Many GGU law graduates enter civil practice in small firms or in solo practice. To be competent practitioners they must not only master the substantive and procedural aspects of law practice, they must also master the skills needed to own and operate a small law practice business. This one-unit course, offered all day on two consecutive Saturdays, aims to help develop those business administrative skills. Subjects covered will include: choosing a location; choosing technology for phones, networking, calendaring; insurance; client relations; hiring and staff relations; marketing; relations with other firms and attorneys; and file management. A take-home final exam will be given at the end of the course, which will present students with an opportunity to demonstrate understanding of the course materials through their application to a hypothetical law firm start-up scenario.

This course explores the business aspects of the practice of law for students interested in solo practice, those starting a firm with friends, or for students interested in understanding management issues of an existing firm or corporate law department. The course will consider the different forms of practice, client management issues, marketing, budgeting and financial planning, space and equipment planning, fee setting, compensation and human resource issues and associated ethical considerations. In lieu of a final exam, over the semester students will draft a number of documents including a law firm structure outline, a business plan, including a budget, client letters, a personal career plan and resume, a diary of observations and insights and time records.

Units: 3

LLM 330

CHARACTERIZATION OF INCOME & EXPENDITURE

This course examines the fundamental concepts of federal income taxation, including gross income, business and investment deductions, personal exemptions, and the mechanics of capital transactions. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

Commercial leasing constitutes a major area of modern real estate practice. This course introduces students to substantive law, drafting skills, and essential negotiation techniques that practitioners use and look for in their new hires. Some of the issues covered will be letters of intent, rentable space, expenses, use provisions, recapture provisions, repair & compliance clauses, tenant improvements, insurance, SNDAs, CAM, ADR, ADA, financing, and bankruptcy. Prerequisite: Property I & II (6 units) or Property (4 units).

Units: 2

LLM 301A

COMPARATIVE INTERNATIONAL TAX

This seminar compares current tax law in countries from all parts of the developed and developing world. The course will explore similarities and differences among countries' income and other tax systems and identify the implications for tax practice. Using a structural framework, the course materials include recent cases and commentaries. The seminar will also assess national tax regimes in light of international tax treaty requirements and models (OECD, UN, EU, WTO, etc.). (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

The number and scope of corporate ethical lapses continue to escalate, as do the record-breaking fines and penalties imposed by regulators. On what basis do judges decide to punish corporations and hold the executives liable for misconduct? How do corporations create an ethical culture that will prevent, detect and deter wrongdoing? In this course, we will explore the structure of an effective compliance and ethics program, using the U.S. Federal Sentencing Guidelines as our guide. We will review how corporations effectively mitigate hot risk areas such as False Claims, Government Contracting, Data Privacy, and Anti-Corruption. This course will also explore the unique ethical and social responsibilities compliance officers face in their multiple roles as stewards of the corporation, the voice of employees, and seekers of organizational justice. This course would be invaluable to any student considering a career in the booming field of corporate compliance. Prerequisite: Business Associations

This course will highlight the rising importance of corporate governance as evidenced by the Sarbanes-Oxley Act of 2002 and the adoption of related rules promulgated by the Securities and Exchange Commission, the national securities exchanges and the national securities associations. It will focus on the impact of these regulatory initiatives on corporations, their executive officers, their directors, their auditors, and their attorneys. The course will also address the increasing importance of corporate governance on investor behavior and evaluate the evolving consensus on corporate governance best practices.

Prerequisite: Business Associations.,
Units: 3

LLM 322A

CORPORATE TAXATION

This course addresses tax treatment, planning techniques, and problems of transactions between corporations and their shareholders, transfers to a corporation, capital structure of corporations, dividends and other distributions, stock redemptions, corporate liquidations, and tax free reorganizations. Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

This course is an overview of some of the legal issues contemporary debtors and creditors face. The course looks briefly at the system's major debtor protections laws (e.g., bankruptcy, usury, homesteads, truth in lending, predatory lending & fair debt collection laws), and at the mainstream creditor enforcement devices (e.g., foreclosure of real estate mortgages, repossession of personal property security interests, workouts and loan modifications), as well as at the post-judgment remedies of unsecured creditors. Additionally, the course will cover inter-creditor conflicts over priorities and loan transfers (secondary market). Recommended for students who do not intend to take the full, more comprehensive courses in Secured Transactions, Real Estate Finance, and Bankruptcy.

This course examines the major federal statutes prohibiting employment discrimination based on race, color, sex, sexual orientation, religion, disability, citizenship status, national origin, and age. California law regulating employment is also briefly examined. In addition to covering the substantive law, the course critically examines the law's assumptions about the nature of the employment relationship, the definition of discrimination, and the role of the government in regulating employment.

This course examines the relationship between employers and individual employees. Topics include hiring, wrongful termination, employees' duty of loyalty, restrictions on post-employment competition, workplace privacy and defamation, and protection against harassment and other abusive conduct in the workplace. The course covers substantive law and examines prevailing assumptions about the employment relationship. While the course covers some discrimination issues, it does not offer in-depth coverage of that area of law.

Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.),
Units: 1

LAW 896A

EXTERNSHIP: CIVIL FIELD PLACEMENT

Students work in private or non-profit law offices, government agencies, or business legal departments as law clerks, working on civil litigation or engaging in transactional work. Students also attend seminar class meetings. Students may work in a wide variety of areas such as civil rights, corporate law, entertainment law, family law, intellectual property law, international law, and personal injury law. This course counts toward completion of the Experiential Learning Requirement. This course is graded on a Credit/No Credit basis. Application form and consent of instructor required.

The Consumer Rights Clinic focuses on representation of clients facing debt collection lawsuits and related issues. Students learn interviewing skills, issue spotting and assist attorneys to provide advice, counseling and limited legal representation to clients including drafting letters and basic pleadings such as answers and claims of exemption. To enroll in this clinic, students must be able to attend the Bar Association of San Francisco's legal clinics, on selected Wednesday evenings and also on the last Saturday of the month. For times and locations see the course section scheduling note or the instructor's syllabus. With instructor approval, students seeking a third unit, and certified by the State Bar, may be able to perform additional limited client representation, such as drafting and arguing motions in court. During Priority Registration enrollment in this course will be restricted to evening-part time students. This course is graded on a Credit/No Credit basis.

Students are placed in law firms that specialize or do considerable work in real estate. Under the direct supervision of attorneys, students interview clients, draft pleadings and motions, and participate in trial preparations and trials. They also draft provisions for leases, sales contracts, closing papers, loan documents, and other real estate instruments. Students are required to attend classes in the Real Estate Practice - Transactions Seminar or the Real Estate Practice - Litigation Seminar. This course counts toward completion of the Experiential Learning Requirement. This course is graded on a Credit/No Credit basis.

This study of the law of federal income taxation of the individual taxpayer covers the nature of income, statutory and regulatory exclusions from gross income, income splitting, personal and business deductions, at-risk and passive-loss rules, capital gains and losses, and elementary tax accounting.

This course explores the tax treatment, problems, and planning techniques involving LLCs and S corporations, including eligibility, election, revocation, termination, and accounting rules. Prerequisite: Characterization of Income and Expenditures or Federal Income Taxation; Recommended: Corporate Taxation. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

Units: 2

LAW 827B

HIGH TECHNOLOGY START-UP: BUSINESS & LEGAL ISSUES

Using the venture capital financing of a start-up company as a transactional model, this class focuses on the practical mechanics of how a business transaction is structured and implemented from term sheet to closing. The purpose of the course is to convey practical lessons that are transferable to any business transaction. Coursework covers the documentation, legal issues, business issues, and mechanical process of closing a preferred stock financing on behalf of a venture-backed start up. Previous or concurrent enrollment in Business Associations is required; Recommended: prior securities law class advisable but not required. This course counts toward the Certificates of Specialization for both Business Law and Intellectual Property Law.

An introduction to the U.S. law of copyright, trademark, and patent, this course explores state law of trade secrets, unfair competition, and the role of IP protection of computer programs. The course is designed for students interested in focusing on IP law or in simply getting a basic understanding of the key legal principles of IP law.

This three (3) unit course will provide students with an introduction to the main multilateral and international rules, regimes and organizations governing international business transactions, international trade and international investment. By understanding the principles of international law and why States have established regimes and intergovernmental organizations and why States have adhered to these legal principles, students will gain a thorough appreciation of the important role these organizations, rules and regimes play in shaping and determining the flow of international business and investment. The students will acquire knowledge on how these regimes and organizations govern relations among States, how they function, the roles of member governments and secretariat officials, how decisions are made and their consequences and how disputes are resolved. As a result, students should be able to identify how and why an international organization or regime can contribute to the resolution of specific problems faced by governments, firms, or NGOs as a result of international trade and investment. The course will use a problem/case-study approach in dealing with legal issues arising in international commercial transactions, international trade, and international investment. Students will gain an appreciation for the intersection of conflicting national legal norms that must be negotiated in order to complete cross-border transactions. Students will also gain an awareness of the international treaties that provide the background for these transactions while becoming familiar with some of the documents that are typically used in international trade.

This course provides a basic survey of international taxation law, including source of income and expense allocation rules, international tax credits, transfer pricing, anti-deferral rules, withholding taxes, income tax treaties, tax incentives, and expatriate issues. Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. Recommended: Corporate Tax (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

Detailed review and analysis of the anti-deferral provisions of Subpart F and the Passive Foreign Investment Company ("PFIC") rules. Analysis of the asset and stock cross-border rules of Sec. 367 and Sec. 1248. Overview of transfer pricing provisions as related to anti-deferral provisions.

This survey of the international regulation of trade in goods and services emphasizes the General Agreement on Tariffs and Trade (GATT) and the World Trade Organization (WTO). Other topics include the role of regional economic arrangements (such as NAFTA and the EC), the relationship of U.S. trade law to the international trading regime, the role of specialized U.N. agencies, and the position of developing countries in the global trading system. This course counts toward completion of the JD Upper Division Writing Requirement.

Units: 3

LAW 854A

LABOR LAW

This course will provide an overview of union and management relations under the National Labor Relations Act, focusing on employees' right to organize, union representation, collective bargaining, right to fair representation, employer and union economic weapons, and recent proposed legislative changes. Students will learn how the political, economic, and social environment have shaped the law of labor relations and gain an appreciation for competing visions of how the 77-year-old Act applies, or may need to be changed, to deal with many issues in the contemporary workplace.

Units: 3

LAW 744

MERGERS AND ACQUISITIONS

The course focuses on the multitude of legal and nonlegal issues confronting lawyers handling mergers and acquisitions of entities. Issues include corporate, securities, tax, and antitrust issues. In a part-lecture, part-workshop approach, the course analyzes the lawyer's diverse role in managing a complex business restructuring. Public and private company mergers and other restructurings are considered, as are the various M&A roles played by directors, senior officers, investment bankers, accountants, and others.

This advanced course in entertainment law focuses on the drafting and negotiation of the numerous agreements involved in entertainment projects. Sound recording and publishing contracts in the music business and licensing agreements for the online distribution of music and audiovisual works are examined in detail. Students get hands-on experience in drafting these agreements. They also analyze negotiation points and discuss negotiation tips and strategies with experienced practitioners in entertainment law. Prerequisite: Entertainment Law.

This course concerns tax issues of the organization and operation of partnerships, including contributions, distributions, withdrawal of a partner, dissolution, and sales or exchanges of partnership interests. Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation.(Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.)

Students examine Uniform Commercial Code article 2, which governs the domestic sale of goods, and survey law governing the international sale of goods. Topics include warranties, manner, time and place of performance, buyers' and sellers' remedies for breach of contract, and limitations on freedom of contract. This course counts toward completion of the California Bar Subject Requirement.

This course introduces students to the Uniform Commercial Code (article 1 and article 9), to essential concepts of borrowing and lending in a credit economy, and to the ways in which lenders reduce the risk of non-payment by obtaining an interest in business and consumer borrowers' personal property. It is strongly recommended for anyone planning to represent lenders, businesses or consumers in commercial transactions.

Students investigate the Securities Act of 1933 and selected portions of the Securities Exchange Act of 1934, together with analogous provisions in the Uniform Securities Act and California Corporate Securities Law. Topics include the role of the underwriter, the nature of a security, the registration process, exemptions from registration, and civil liability provisions. Prerequisite: Business Associations.

Units: 3

LLM 339A

TAXATION OF MERGERS & ACQUISITIONS

This course will provide students with a practical understanding of many of the critical tax considerations associated with acquisitions and dispositions. Topics will include structuring considerations for taxable and tax-free transactions, including tax structuring aspects of asset sales, stock purchases, and mergers, tax due diligence, and drafting and review of acquisition agreements.

Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. Recommended: Corporate Taxation. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.),
Units: 2
, Offered:
Fall 2014

LLM 321D

TRANSFER PRICING I

Transfer pricing involves transfers of tangible products, intangible products and services between related parties. The field has evolved to become one of the largest, most complex, and most contentious areas of international tax, finance and economics. This course provides an in-depth analysis of case law, regulations and guidelines governing transfer pricing in the US. and abroad. By the end of the course, students will have mastered the basic legal principles and economic methods governing intercompany pricing of intangible property, services and tangible goods among multinational corporations.

Prerequisite: Characterization of Income & Expenditures or Federal Income Taxation. A background in economics, finance, or accounting is not required or necessary.(Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.),
Units: 1

LLM 321F

TRANSFER PRICING II

This course picks up where Transfer Pricing I left off, with a detailed analysis of transfer pricing issues that arise with transfers of intangible property among related parties. We will examine recent case law, regulations and international guidelines relating to the following five issues in particular: the treatment of stock option expenses; the best method analysis for valuing intangible property; the definition and nature of intangible property in the context of multinational transfers; the evolution of the US cost sharing regulations; and policy debates regarding transfers of intangible property from US multinationals to their affiliates abroad.

Prerequisite: Transfer Pricing I. (Offered through the LLM in Taxation Program. JD students seeking to enroll must obtain the approval of the program director.),
Units: 1
, Offered:
Spring 2015